Hyperscale Data, Inc. — Director's Dealing 2018

Apr 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DPW Holdings, Inc. (DPW)
CIK: 0000896493
Period of Report: 2018-04-24

Reporting Person: Philou Ventures, LLC (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-24	Series B Convertible Preferred Stock	$0.70	J	25000	Acquired		Common Stock (1785714)	Direct
2018-04-24	Common Stock Purchase Warrant	$0.70	J	357143	Acquired	2023-04-24	Common Stock (357143)	Direct

Footnotes

F1: On April 24, 2018, Philou Ventures, LLC (the "Reporting Person") purchased 25,000 shares of Series B Convertible Preferred Shares (the "Preferred Shares") of DPW Holdings, Inc. (the "Issuer") in consideration for $250,000 pursuant to the Preferred Stock Purchase Agreement dated March 9, 2017, by and between the Reporting Person and the Issuer (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Reporting Person may purchase from the Issuer, from time to time, up to $5,000,000 of the Preferred Shares. Concurrent with any purchase of Preferred Shares by the Reporting Person, the Reporting Person will be granted five-year warrants to purchase shares of the Issuer's Common Stock in a number equal to the shares of Common Stock underlying the Preferred Shares, at an exercise price equal to $0.70 per share, subject to adjustments. Such warrants may be exercised, in whole or in part, at any time or from time to time.

F2: The Preferred Shares are convertible upon the earlier to occur of (i) 60 months from March 24, 2017, or (ii) upon the filing by the Issuer of one or more periodic reports that, singly or collectively, evidence(s) that the Issuer's gross revenues have reached no less than $10,000,000 in the aggregate, on a consolidated reporting basis, over four consecutive quarters in accordance with U.S. GAAP. There is no expiration date applicable to the conversion of the Preferred Shares.